SEC Form 4 · accession 0001433642-26-000023
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrea Anigati Kramer
Officer — Chief Operating Officer · 10% Owner
Period of report
Jun 11, 2026
Accepted (ET)
Jun 15, 2026 · 4:14 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001433642
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jun 11, 2026 | P | 1,283 | $77.46 | A | 87,350 | D | |
| Class B Common StockF2 | holding | — | — | — | 135,970 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance StockF3 | — | holding | — | — | — | — | — | Class A Common Stock | 5,435 | 5,435 | D |
| Performance StockF4 | — | holding | — | — | — | — | — | Class A Common Stock | 2,033 | 2,033 | D |
| Performance StockF5 | — | holding | — | — | — | — | — | Class A Common Stock | 13,044 | 13,044 | D |
| Class B UnitsF7,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 135,970 | 135,970 | I |
| Class C UnitsF7,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 195,317 | 195,317 | I |
Explanation of responses
- F1Includes unvested restricted stock granted under the Issuer's 2017 Equity Incentive Plan.
- F2The Class B common stock does not carry economic value beyond the right to receive the par value of such stock upon liquidation, dissolution or exchange of those shares. However, the Class B common stock entitles its holder to ten votes per share on every matter submitted to the Issuer's stockholders for a vote.
- F3Each share of performance stock represents a contingent right to receive one Class A Share. The performance stock vests upon the Issuer's Class A Shares achieving a specified price per share. The performance period of the performance stock ends on September 16, 2031.
- F4Each share of performance stock represents a contingent right to receive one Class A Share of the Issuer. The performance stock vests at the end of the performance period if the Issuer's Class A Shares achieves a specified growth rate of TSR over the performance period. The performance period of the performance stock ends on September 16, 2030.
- F5Each share of performance stock represents a contingent right to receive one Class A Share. The performance stock vests upon the Issuer's Class A Shares achieving a specified price per share. The performance period of the performance stock ends on September 16, 2029.
- F6Pursuant to an Exchange Agreement entered into in connection with a reorganization incident to the Issuer's initial public offering, the Class B Units and Class C Units of Hamilton Lane Advisors, L.L.C. ("HLA") are exchangeable, on a one-for-one basis, for Class A Shares or, at the Issuer's election, for cash. Upon exchange of a Class B Unit, the corresponding share of Class B common stock will be redeemed at par value and cancelled. The Class B Units and Class C Units of HLA do not have an expiration date.
- F7Held on behalf of the reporting person by HL Management Investors, LLC.
Remarks
In addition to serving as an officer of the Issuer, the reporting person is a member of a group that beneficially owns more than 10% of the Issuer's Class A Shares.